ASSA ABLOY Incedo^™ Business Cloud Terms and Conditions

The purpose of this Agreement is to describe the responsibilities of Abloy, the Customer and their Registered Partner if applicable, in connection with the supply of the Incedo^™ Business Cloud, an ASSA ABLOY solution.

This Agreement contains the terms and conditions on which Customer makes use of the Services.

1.1. Unless expressly stated otherwise in this Agreement:

2.1. General

3.1. Assa Abloy shall deliver the Services in accordance with this Agreement, including the Service Descriptions for the relevant Services. For the avoidance of misunderstanding, only what is expressly stated in the Service Description, or the Agreement in general will be deemed  Services, Assa Abloy is therefore not obliged to provide any other components, tools, materials, services, products, etc., other than as expressly provided for in the Agreement.

3.2. Assa Abloy has the right to change the Services (or parts thereof) temporarily or permanently at any time, provided that a change does not materially affect the functionality of the Services to the detriment of the Customer.

3.3. Assa Abloy shall use reasonable endeavours to maintain the availability of the Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Services, but does not guarantee 100% availability.

3.4. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

(a)     a Force Majeure Event;

(b)     a fault or failure of the internet or any public telecommunications network;

(c)     a fault or failure of the Customer's computer systems or networks;

(d)     any breach by the Customer of this Agreement; or

(e)     scheduled maintenance carried out in accordance with this Agreement.

4.1. General

4.1.1. The Customer is responsible for:

(a)     activities taken by the Customer and its users within the scope of the Service including Customer's handling of Customer's data through the use of the Service (including deletion of data taken by the Customer);

(b)     the accuracy of the information provided in connection with the registration and use of the Service;

(c)     to continuously update their contact details so that they are correct at any time;

(d)      that personal and user-specific information such as user identity and password or other documents or devices that may be used to access the Service is stored in a secure manner and is not used by or disclosed to any unauthorized person; And

(e)     to keep their access rights up to date in the Service.

4.1.2. Customer is also responsible for ensuring that its employees, sub-contractors, Registered Partner or others who may directly or indirectly access the Services through the Customer do not use the Services in violation of this Agreement

4.2.     Suspension, Restriction or Termination

4.2.1. In the event of a breach the Customer (its employees, subcontractors or agents) of restrictions in Clause 2.2.3, or a risk of harm (including reputational) to Assa Abloy or to any customer other than the Customer occurs or may occur, Assa Abloy may, at its sole discretion promptly suspended or access to the Services restricted, without liability of any kind, provided that in the opinion of Assa Abloy the suspension or limitation is justifiable in the circumstances. In the event of such suspension or limitation, the Customer shall be notified as soon as possible. Where Assa Abloy at its sole discretion acting reasonably believes the breach to be irredeemable or such that a continued provision of the Service cannot be allowed, it may terminate the Agreement immediately and without liability.

5.1. The Customer is responsible for maintaining communication between the Customer and the Connection Point. "Connection Point" means the point where Assa Abloy connects the Services to the Internet (unless otherwise specifically agreed). The Customer is further responsible for possessing the equipment and software required for the use of the Services and for keeping it sufficiently updated with the supported browsers version and the required virus protection as stated in the Service Description.

5.2. Assa Abloy shall not be responsible for customer's inability to use the Services due to Customer's failure to comply with Clause 5.1 above, including but not limited to errors in Customer's network connectivity, equipment or software that cause the Services to function in whole or in part.

The Customer shall appoint a contact person or persons within the Customer's organisation who is the representative within the Customer's organization who can contact Assa Abloy in practical matters concerning, among other things, Support Services and with which Assa Abloy has ongoing contact with regard to the Services. The contact person selected on the Order form, and can be replaced during the contract period by notifying Assa Abloy's customer service in writing.

7.1. The customer's contact person can contact Assa Abloy's support regarding questions regarding the operation of the Services, for example in case of operational problems. The customer's contact person can reach Assa Abloy's support on the contact details listed on the Website or otherwise communicated in writing by Assa Abloy.

7.2. Assa Abloy has the right to take action affecting the Services if they are required for technical, maintenance or operational reasons (including updates, patches, etc.). Assa Abloy shall endeavour to perform such actions promptly and in a manner that limits disruption to the Services. In the event of any action that may be expected to cause longer disruption than 4 hours to the Customer, Assa Abloy shall, as far as possible, notify the Customer in advance. For the purposes of the planned actions referred to in Clause 8, the Customer is not entitled to claim any penalties under the Agreement or otherwise (which includes but is not limited to the right to claim a reduction of the fee under Clause 9 below).

7.3. ASSA ABLOY may suspend the provision of the Support Services if any amount due to be paid by the Customer to Assa Abloy under this Agreement is overdue, and Assa Abloy has given to the Customer at least thirty 30 days notice, following the amount becoming overdue, of its intention to suspend the support of the Services on this basis.

7.4. Assa Abloy will perform regular updates to the service as part of planned actions and will, where possible, complete these updates outside of business hours.  Prior to commencing any planned actions we will inform the Customers Contact Person 5 working days prior to commencing and advise on the impact, if any, these planned actions will have on the availability of the service.

8.1. The Customer hereby acknowledges that the Registered Partner, on behalf of the Customer, has the right to order Services and to order the addition of a new Service and additions to the existing Service during the term of the Agreement. However, such orders will not take effect until the Customer has accepted the orders by electronic signing.

8.2. The Customer is also aware that the Registered Partner can assist the Customer with support, installations and similar services. The Customer is aware that the Registered Partner is an independent company from Assa Abloy. For the avoidance of misunderstandings, the Customer is responsible for entering into relevant Agreements with the Registered Partner (this includes all Agreements necessary to comply with applicable privacy and personal data laws, such as data processing Agreements and, where applicable, so-called sub-assistance Agreements). Assa Abloy shall not be liable for claims made by the Customer, Partner or third parties made as a result of the   direct or indirect acts or omissions of a Registered Partner.

8.3. The Customer shall fully indemnify Assa Abloy against any claims, costs, penalties, or other liabilities Assa Abloy may incur due to the Registered Partner’s acts or omissions resulting from the Registered Partner or the Customer breach of any term of this agreement.

9.1.     Prices

9.1.1. Customer shall pay Charges for the Services at the prices shown in the Price list for the relevant Services. All amounts under the Agreement are stated excluding VAT and other taxes. However, the prices stated in the Price list apply only if the Customer pays the service Charges directly to Assa Abloy, i.e. according to the payment method specified in Clause 9.1.4. If payment is instead made through the Registered Partner the Customer is aware that the Price may be different.

9.1.2. All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to Assa Abloy.

9.1.3. Assa Abloy has the right to review its prices and subsequently and adjust the Charges once a calendar year, usually at the turn of the year. The adjusted prices are communicated to the Customer no later than thirty (30) days before they take effect.

9.1.4. The Customer (or, if applicable, the Registered Partner) shall pay the first annual fee to Assa Abloy within thirty (30) days from the Commencement Date specified in the Order Form. On all other occasions Assa Abloy shall issue invoices for the Charges to the Customer at least 30 days in advance of the period to which they relate.

9.1.5. When ordering add-ons, extensions and/or options to existing Service made during the Service Period, the first annual fee for those add-ons, extensions and/or options   shall amount to a proportionate part of the annual fee for the remaining part of the current contract year. For subsequent contract years, the full aggregated annual fee is paid annually in advance. If the Parties agree in writing on a different periodicity of invoicing, that Agreement applies instead of as stated above (e.g. if stated in the Order Form).

9.1.6. In the event of late payment, Assa Abloy has the right to charge interest on late payments in accordance with Prompt Payment of Accounts Act 1997 and statutory reminder fees and/or, where applicable, collection fees. Assa Abloy also has the right to restricting the function to add, amend or delete system information and to suspend the Services for the Customer until full payment has been made. If payment is made through a Registered Partner and is late with payment to Assa Abloy, Assa Abloy has the equivalent right to restricting the function to add, amend or delete system information and suspend the Services until full payment has been made. However, this applies provided that Assa Abloy has first sent a reminder invoice directly to the Customer and the due date for such reminder invoice has passed.

9.1.7. When the Customer pays the Charges directly to Assa Abloy, the Customer is responsible for keeping contact details, invoice recipients and invoice addresses up to date at any time. Similarly, the Registered Partner is responsible for keeping this information up to date in case Charges is paid to the Registered Partner.

Assa Abloy performs services in addition to what is covered by the Services or this Agreement in general, the Customer will be charged for the work under Assa Abloy's hourly rate for such services (e.g. if Assa Abloy is to assist in the migration or extraction of customer data from the Services). Such services may be ordered by the Customer or the Registered Partner.

11.1. Assa Abloy shall endeavour to keep the Services available for 98.9% of the time.

11.2. In the event of an outage or a fault preventing traffic that has lasted for a continuous period exceeding eight (8) hours, the Customer is entitled to a reduction in the fee for the Services, unless otherwise specified in the Agreement. The reduction shall be equivalent to one (1) % of a monthly fee for each full hour, in addition to the initial eight (8) hours, which the interruption or obstacle has lasted during normal service time ('normal service time' means non-holiday weekdays from 08:00 to 16:00). The time referred to in this Clause 11.2 begins to be measured from the time the defect has been notified by the Customer to Assa Abloy or Assa Abloy or the customer has received its attention.

11.3. The Customer's right to a reduction of the fee referred to in Clause 11.2 above shall not exceed an amount equal to [ten percent (10%)] of the annual fee the Customer is required to pay to Assa Abloy for the Services, per downtime or traffic-inhibiting fault each and individual fault, or an aggregated total of [thirty percent (30%) (“Maximum Aggregated Total”-MAT] of the annual fee for all downtime or traffic obstruction for one year. Should any interruption, malfunction or traffic failure occur to such an extent that would have resulted in more than the MAT right to a reduction, the Customer is entitled to terminate the contract in writing.

11.4. A reduction or the right to termination pursuant to Clauses 11.2 to 11.3 above does not apply to any part of the outage or a fault preventing traffic attributable to the Customer, for example in the event of improper use. Charges where the outage or a fault preventing traffic is caused solely or partly by the Customer, Assa Abloy reserves the right to recover from the Customer costs proportionate to the level of fault, including costs Assa Abloy incurs in relation to other customers or third parties.

11.5. Assa Abloy shall endeavour to carry out maintenance between Thursday 18.00pm and Friday 18.00 pm. In the event of extensive measures, the Customer shall, as far as possible, be notified before taking action by email to the Customers contact person as per Clause 7.1.

11.6. Assa Abloy does not provide any form of warranty regarding the Services and they are provided "as is".

12.1. The Customer hereby grants to Assa Abloy a non-exclusive licence to host and otherwise process the Customer Data to the extent reasonably required for the performance of Assa Abloy's obligations and the exercise of Assa Abloy's rights under this Agreement.  The Customer also grants to ASSA ABLOY the right to sub-license these rights to its subcontractors and partners, subject to any express restrictions elsewhere in this Agreement.

12.2. The Customer warrants to Assa Abloy that the Customer Data will not infringe the Intellectual Property Rights or other legal rights (including but not limited to rights under GDPR of any person, and will not breach the provisions of any law, statute or regulation, in any applicable jurisdiction and under any applicable law.

12.3. Customer shall ensure that any data that the Customer may store when using the Services is free of viruses, trojans, worms or other malicious software and that Customer's data may not otherwise harm or adversely affect the Services or related systems. If the Customer makes his own data available, the Customer shall further ensure that it does not infringe the rights of third parties or otherwise violate the applicable law.

12.4. In order to ensure that Customer Data is processed in accordance with GDPR and as contemplated by the Parties, the Parties will comply with the Data Processing Agreement set out in Annex.

13.1. In order to protect the privacy of users, special conditions apply for the processing of customer's personal data. The Customer is the data controller and Assa Abloy is the processor in relation to the processing of personal data regarding the services provided under this agreement.

13.2. When providing the Services, Assa Abloy may process personal data on behalf of the Customer. In such processing of the Customer's personal data, the Customer and Assa Abloy undertake to apply the terms of the Data Processing Agreement Act in Appendix 2. 

14.1. All rights, including, but not limited to Intellectual Property Rights, to the Service including the technical solution and any content of it provided or made available by Assa Abloy are owned by Assa Abloy or its rights holders. The Agreement does not transfer any rights of use or ownership to the Service to the Customer other than those granted in Clause 2.2.2 or created in connection with the performance of Assa Abloy's obligations under the Agreement to the Customer.

14.2. Customer undertakes to immediately inform the Assa Abloy if it  becomes aware of a) infringement or suspected infringement of the intellectual property rights of Assa Abloy, or b) claims that the Services or related equipment or software infringes rights in a third party's Intellectual Property Rights.

14.3. The infringing party shall defend and indemnify the other Party with respect to all claims, processes, obligations, damages, reasonable costs and expenses arising out of claims by a third party relating to infringement of Intellectual Property Rights owned or used by that third party and relating to the Services or this Agreement. Assa Abloy or its insurance companies shall always have the right, where appropriate, to take over the handling of all claims related to the Services and any negotiations relating to such claims, and may thus decide solely on the defence against such action and conduct negotiations for settlement or settlement. In such cases, the customer shall provide reasonable assistance at his own expense.

14.4. If the Services infringe the rights of others, Assa Abloy undertakes, at its own expense, either to ensure the Customer the right to continued use of the Intellectual Property Rights or to exchange the disputed portion of the Intellectual Property Rights for any part that does not infringe the rights of another, or, if this is not deemed possible, immediately terminate the Agreement.

15.1. For the avoidance of doubt, the contents of this Agreement shall constitute Confidential Information of each of Assa Abloy and the Customer.

15.2. The Receiving Party agrees that it shall not:

(a)  use the Confidential Information except for the purposes of performing its obligations under this Agreement;

(b)  use any Confidential Information so as to procure any commercial advantage; and

(c)   disclose the Confidential Information to any third party provided that the Receiving Party shall be entitled to disclose the same to members of its Group, it’s or their professional advisers, financiers, consultants, insurers, auditors, sub-contractors who have a need to know the same provided always it shall procure that any of its or their employees, professional advisers, financiers, consultants, auditors, insurers or sub-contractors shall be bound by a written undertaking of confidentiality and non-use in terms no less stringent than those contained in this Clause 15.

15.3. The provisions of Clause 15.2 shall not apply so as to prevent disclosure of Confidential Information by the Receiving Party where such disclosure is required to be made by any court or governmental or administrative authority competent to require the same or by any applicable law or regulation. In any such case, the Receiving Party shall promptly advise the Disclosing Party of the request and provide reasonable assistance to the Disclosing Party in respect thereof and in any event shall ensure that any disclosure is accompanied by a written statement that the disclosure contains confidential and proprietary information of the Disclosing Party.

15.4. Upon the expiry or termination of this Agreement however caused, each party shall promptly return or destroy Confidential Information of the other party and members of its group and shall certify the completeness of the return or destruction. Where for business or regulatory compliance reasons it is necessary to retain Confidential Information, then the provisions of this Clause 15 shall continue in relation thereto.

15.5. Without prejudice to any other rights or remedies that the Disclosing Party may have, the Receiving Party acknowledges and agrees that if the Confidential Information is used or disclosed other than in accordance with the terms of this Agreement, the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable relief for any threatened or actual breach of the provisions of this Clause 15, in addition to any damages or other remedy to which it may be entitled.

15.6. The provisions of Clause 16 (Limitation of Liability) shall not apply to any breach of the provision of this Clause 15.

15.7. The provisions of this Clause 15 shall continue to apply notwithstanding any expiry or termination of this Agreement.

16.1. Nothing in this Agreement will:

(a)              limit or exclude any liability for death or personal injury resulting from negligence;

(b)              limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)               limit any liabilities in any way that is not permitted under applicable law; or

(d)              exclude any liabilities that may not be excluded under applicable law.

16.2.  The limitations and exclusions of liability set out in this Clause 16 and elsewhere in this Agreement:

(a)              are subject to Clause 16.1; and

(b)              govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

16.3. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

16.4. Neither party shall be liable to the other party in respect of any reputational loss, loss of revenue or income, loss of use or production, loss of business, contracts or opportunities, loss of profits, or anticipated savings.

16.5.  Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

16.6. The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed fifty percent (50%) of the total annual fee paid or payable by the Customer to Assa Abloy (either directly or through the Registered partner according to the payment methods in Clause 9., and additionally any reasonable attorney fees incurred as a result of the breach or claim, unless otherwise specified in this Agreement.

16.7. For the avoidance of doubt the parties will be liable under this clause 16, for a breach of this Agreement by their employees, sub-contractors, Registered Partner or others with whom they have shared access to the Platform or where they have otherwise knowingly or unknowingly allowed access to the Platform.

16.8. For the avoidance of doubt, Assa Abloy is not liable to Customer (including employees, sub-contractors, Registered Partner or any third party) for any loss of data caused as a result of interference, faults, bugs, downtime, or similar in the provision of the Services.

17.1. This Agreement shall enter into force when the Customer has signed the Agreement electronically, in accordance with Assa Abloy's instructions.

17.2. This Agreement shall continue in force until terminated by either party in accordance with this clause 17.

17.3. Either party may terminate this Agreement by giving to the other party at least 90 days written notice of termination

17.4. Either Party has the right to terminate the Agreement with immediate effect by giving written notice of termination to the other party if the other Party is guilty of any material breach which is either:

(i)                Incapable of remedy within 30 days; or

(ii)               Where Assa Abloy fails to remedy the breach within 30 days or such other time period agreed in writing by the Parties.

(iii)             Or in accordance with Clause 11.3

17.5. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a)          the other party:

(i)                is dissolved;

(ii)               ceases to conduct all (or substantially all) of its business;

(iii)             is or becomes unable to pay its debts as they fall due;

(iv)             is or becomes insolvent or is declared insolvent; or

(v)               convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)          an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)          an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement)]; or

(d)          [if that other party is an individual:

(i)                that other party dies;

(ii)               as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)             that other party is the subject of a bankruptcy petition or order.]

17.6. Assa Abloy has the right to terminate the Agreement where Customer fails to make payments in accordance with Clause 9.

17.7. Assa Abloy also has the right to terminate the Agreement with immediate effect if the Customer transfers the rights in the properties by sale, lease or other legal means to which the Services are linked to one or more third parties. The Agreement will remain in force in relation to the properties not transferred.

17.8. Provisions which shall by their nature remain valid shall survive the termination of the Agreement.

18.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

18.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

(a)     promptly notify the other; and

(b)     inform the other of the period for which it is estimated that such failure or delay will continue.

18.3. If the Force Majeure Event continues for a continuous period in excess of thirty (30) days and is such that substantial performance is still being prevented, then the party not affected may immediately terminate this Agreement by serving written notice upon the party so prevented. In the case of such termination neither party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.

18.4. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

19.1. Save as provided in Clause 19.2, neither party shall, without the prior written consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed), assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of the same.

19.2. Each party shall be entitled to assign its rights and transfer any of its obligations under this Agreement to any member of its group provided that each party shall procure that any such company to whom it assigns any of its rights under this Agreement shall assign such rights back to itself or another member of its group immediately prior to its ceasing to be such a member. Any assignment made pursuant to this Clause 19.2 shall not relieve a party of any of its obligations under this Agreement.

20.1. Assa Abloy warrants to the Customer that:

(a)          Assa Abloy has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

(b)          Assa Abloy will comply with all applicable legal and regulatory requirements applying to the exercise of Assa Abloy's rights and the fulfilment of the Assa Abloy's obligations under this Agreement; and

(c)          The Platform and Services will conform in all material respects with the Description of Hosted Services;

(d)          It shall use reasonable endeavours to ensure the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs.

20.2. The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

20.3. Customer hereby warrants that:‘

(a)     owns or has otherwise obtained all rights and permissions related to any Customer Data;

(b)     Customer Materials do not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity.

(c)     Customer warrants that it will provide all appropriate notices to data subjects and has obtained all appropriate consents to transfer the Customer Data to Assa Abloy and allow its processing as necessary to provide the Service in accordance with the Data Processing Agreement at Annex 2. End Customer agrees to defend, indemnify and hold harmless Assa Abloy from and against all liabilities, fines, penalties, costs and expenses, including reasonable attorney’s fees, related to or arising from breach of this Clause 18.3.

20.4. Both Parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

Assa Abloy reserves the right to amend the terms of this Agreement. Such amendments shall take effect thirty (30) days after the amendment has been communicated to the Customer. If the Customer does not accept the amended terms, the Customer has the right to terminate the Agreement or a particular Service from the date the amendment take effect.

22.1. Any notice under this agreement shall:

(a)          be in writing

(b)          marked to the attention of “The Directors”

(c)          be deemed to be received when sent to a party’s registered office by:

(i)                first class prepaid post, 3 days after it is posted;

(ii)               by courier or by hand delivery, upon delivery if delivered before 4.00pm on any business day, and the next business day if delivered after 4.00pm.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

22.2. For the purposes of this clause, "writing" shall include email, if previously agreed by the Parties.

23.1. Subject to any express restrictions elsewhere in this Agreement, the Provider may subcontract any of its obligations under this Agreement[, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question].

23.2. The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

24.1. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

24.2. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

24.3. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

24.4. This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

25.1. This Agreement shall be governed by [Local AA Entity Jurisdiction], without regard to its conflict of laws rules.

25.2. Disputes arising out of this Agreement shall be finally settled by the competent [Local AA Entity Jurisdiction] court.